TaxCloud has been certified to provide registration, filing, remittance, and audit response in the following 24 states:

Arkansas

Georgia

Indiana

Iowa

Kansas

Kentucky

Michigan

Minnesota

Nebraska

Nevada

New Jersey

North Carolina

North Dakota

Ohio

Oklahoma

Rhode Island

South Dakota

Tennessee

Utah

Vermont

Washington

West Virginia

Wisconsin

Wyoming

Note: We are working to expand this list.

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Testimonials

Here’s what people are saying about TaxCloud:

"We don't mind collecting sales tax as long as the states make it easy, and the states pay the service providers so we don't have to. This seems like a reasonable compromise - our customers' sales tax get collected and sent to their state and we don't have to lift a finger, or pay a penny to do it."
Deborah BentleyPopSugar

"As a web developer, I regularly advise my e-commerce clients on their options for calculating sales tax. Some states are easy, but here in New York the tax rules are very complicated - especially when you're selling clothing. TaxCloud handles all of this and takes the stress out of tax calculations. It's very easy to install and configure, and my clients love it because it's completely free."
Steve KingFishbucket, Inc.

"A+ Service - TaxCloud responded very quickly to my questions regarding sales tax integration. They immediately made suggestions to fix the problem I was having and contacted the shopping cart company I was working with. They also followed up with a phone call at the end of the day to give me an update. I found them to be easy to communicate with and very knowledgeable. Additional questions I posted via support tickets were answered quickly. I will be using TaxCloud for my retail store and would recommend their services to other retailers."
Sam NunesFaith Web and Media

"We found it incredibly easy to integrate TaxCloud with our platform. Our clients are excited about TaxCloud because they don’t have to spend their time on complicated sales tax questions, and they’re really happy that they don’t have to pay anything to use it."
Hadar PazPowerfront

Tell the world your story!

If you are a TaxCloud merchant, or a web developer that has already implemented TaxCloud, we would love to include your feedback here! Please send in your story to inquiry@taxcloud.net.

Technical Description

TaxCloud operates on a real-time web services API. There are no new data elements to track and store, so that there is zero surface impact on your existing cart system(s). All that is required is an API ID (a TaxCloud generated "username" for your cart) and an API Key (a TaxCloud generated secure password for your cart). That’s all. There’s no software package to install or update and no database to maintain.

EC2 was first introduced in 2006 and, after extensive testing, went live in November 2008. Because we designed TaxCloud specifically for an EC2 environment, the service can be scaled up or down in real time, based on the volume of transactions, and easily replicated through multiple EC2 Availability Zones (geographically distinct sets of highly available data center facilities) for fault tolerance and disaster recovery.

TaxCloud is safe and secure; all TaxCloud APIs operate only under SSL protocol. In addition, we issue a unique ID and key for every merchant store/shopping cart. We do not store any of your customer data on our servers.

It's the only service created solely to comply with the Streamlined Sales and Use Tax Agreement (SSUTA) at a scale to support all internet merchants.

TaxCloud requires minimal integration effort—the set-up time, from sign-up to tax collection, should take less than 20 minutes for most online retailers. It is safe and secure; all TaxCloud APIs operate only under SSL protocol. In addition, we issue a unique ID and key for every merchant store/shopping cart. We do not store any of your customer data on our servers. Plus, TaxCloud is completely free if you keep Automated Compliance turned on.

Q: What services does TaxCloud offer?

A: Once you've signed up with TaxCloud, we will:

Determine, in real time, the applicable sales tax rate for all your transactions

A: TaxCloud calculates sales tax for every tax jurisdiction in the country.

TaxCloud also tracks and automatically updates any changes to state and local tax codes and rates (including sales tax holidays), so the correct tax is charged every time—without any effort on your part.

Q: What are the benefits of using TaxCloud?

A 1: It's easy to use.
TaxCloud is easy to set up—installing it in an online store can be as easy as checking a box—and once it's set up, it's easy to use.

A 2: It's accurate and up-to-date.
TaxCloud automatically monitors and updates any changes to tax rates and tax holidays for all 45 states that have sales tax—all without any effort on your part.

A 3: It's safe and secure.
TaxCloud operates only under SSL protocol. In addition, it issues a unique ID and secure key for every store website. It does not store any of your customers' data. If a customer claims an exemption, we do need information on the identity of the customer, but that information is then retained offsite in a PCI level 1–compliant system.

A 4: It provides indemnification from liability.Because TaxCloud is certified by 24 states, it has agreements and privileges with these states that help protect you. For instance, these states indemnify all TaxCloud users from liability in the event of an error.

Q: Who should use TaxCloud?

A: Everyone should use TaxCloud, whether you're a large company or a sole proprietor.

TaxCloud is designed to be easy to set up and easy to use.

So if you're worried about your sales tax liability or struggling with the notion of keeping track of all the local and state sales tax rates, TaxCloud may be right for you.

Q: Does TaxCloud determine whether a product or service is taxable?

A: Yes.

When your shopping cart or order management system asks TaxCloud for a tax rate during checkout, it sends TaxCloud what's known as a Taxability Information Code, or TIC, for each item being purchased. TaxCloud checks the TIC and the buyer's location and determines whether the item is taxable in that location and, if so, at what rate the item should be taxed.

Just make sure you've assigned each product in your store to the right TIC, so TaxCloud can apply the appropriate rate and taxability information. If you're not sure how to do this, please see your cart or order management service's website. More information is also available in the TaxCloud User Guide or by calling us at 206-452-1686.

If you have other questions or would like more information, please visit our Support Center.

Register for TaxCloud

Setting up TaxCloud is easy:

Register by entering your information.

Customize your account by selecting the states where you want to collect sales tax.

Follow the instructions for adding TaxCloud to your website.

Then you will be ready to start calculating sales tax for your customers!

TaxCloud was created by FedTax, a privately held company that is committed to making it easy for retailers to collect sales tax online.

At FedTax, we believe that technology can make it easy for any business to calculate and collect sales tax.

Our mission is to provide a free sales tax compliance service for merchants that is paid for by the states – we think that’s the way sales tax should work.

FedTax was founded by e-commerce veterans in 2008 to offer online businesses a free and easy way to calculate and collect sales tax. We designed TaxCloud to be easy to use and to leverage the benefits of cloud computing.

FedTax is headquartered in Seattle and has offices in Connecticut, Oklahoma, and Kansas.

Meet the FedTax Management Team

R. David L. CampbellChief Executive Officer and Co-founder
Mr. Campbell is a successful and visionary entrepreneur. Before leading the formation of FedTax in 2008, from 2005 until 2008 he founded and led Deep9, a company that provided secure remote data archival for regulatory compliance. Prior to that, from 1995 to 2005 he was the chairman and founder of Punch Networks, one of the first companies to commercialize online file storage and synchronization. Mr. Campbell earned both a BFA and a BID from the Rhode Island School of Design, where he also earned the inaugural Rachel Carson Award for Excellence. Mr. Campbell has authored over twenty patent applications and has been issued six US patents.

Fred SchapelhoumanChief Financial Officer and Co-founder
Mr. Schapelhouman has over 30 years of experience in various senior financial roles. Mr. Schapelhouman has also been the CFO of Insightful Corporation, a $20 million, 100-employee public company, and the CFO of Aris Corporation, a $60 million, 400-employee publicly traded professional services firm. Mr. Schapelhouman was Vice President of Finance at Sierra On-Line, a $200 million, 1,000-employee publicly traded company. Mr. Schapelhouman earned a B.S. in accounting from San Jose State University and an M.B.A. in finance from Golden Gate University. He is a CPA, CFE (Certified Fraud Examiner), and CVA (Certified Valuation Analyst).

John MilanVice President, Product Development
Mr. Milan has over 25 years of software development experience, from the first Windows PCs written in C/C++ to the latest Web Platforms using HTML5/Javascript/MVC. Mr. Milan is currently the president of TeamDirection, Inc., where he develops project management focused solutions for Microsoft's SharePoint platform and custom, next-generation web solutions for clients all over the world. Prior to TeamDirection, he worked for Xylo, Cartia, Framemaker and Adobe Systems. Mr. Milan earned a BS in computer science from Willamette University.

Patrick D. RileyVice President, Business Development
Mr. Riley brings 27 years of sales, business development, marketing and IT services experience with both large corporate and entrepreneurial technology firms. He began his career with NCR Corporation where he quickly rose through the sales, marketing management and sales leadership ranks. He then joined Millennia III, an IT Services start-up, where he led Marketing and Business Development producing rapid revenue growth and played a key role in the sale of the company to EMC Corporation. From 2004 to 2014, Mr. Riley was Managing Director of Consulting & Business Development at Orange Business Services where he led a 55 person organization consistently delivering double digit revenue growth, margin improvement and led the entry into new service growth areas. He left Orange with several colleagues to run Marketing and Business Development at start-up Nuvem Networks, where he co-authored a US patent. Prior to joining FedTax, he was Vice President of Strategic Programs at Xerox Services (now Conduent). Mr. Riley graduated from Boston College with a degree in Marketing, and has been issued one US patent.

Russ BrubakerVice President, Government Affairs
Russ Brubaker has more than 30 years of experience as a state revenue official, most recently as Senior Assistant Director for Tax Policy and National Tax Policy Advisor for the Washington State Department of Revenue. He is the past president of the Streamlined Sales Tax Governing Board and the 2011 recipient of the Wade Anderson Memorial Medal for Leadership in Interstate Tax Cooperation, presented jointly by the Federation of Tax Administrators and Multistate Tax Commission. He has chaired nonprofit boards related to health care and solid waste, and City of Seattle task forces related to civil rights and green space. He holds a BA from Washington University and an MA from the University of Rochester.

Jerry JohnsonVice President, Government Affairs
Jerry served for over 17 years as the Vice Chair of the Oklahoma Tax Commission. While serving on the Commission he was very involved in national tax organizations and was President of the Federation of Tax Administrators and the Streamlined Sales Tax Governing Board. Prior to being appointed to the Commission he was the Director of the Fiscal Staff for the Oklahoma State Senate. He received his BA from Oklahoma Baptist University and MPA from the University of Oklahoma.

Gary CentlivreVice President, Midwest Operations and Outreach
Gary Centlivre has over 20 years of experience as a state tax official at the Kansas Department of Revenue, where he was instrumental in the formation of the Electronic Services Bureau and directed a continuous effort to provide efficient electronic payment and tax return filing services and applications. In 2003, he received the e.Gov Solutions Center Trailblazer Award for innovations in online tax reporting. Mr. Centlivre has also served as a technology advisor to the Streamlined Sales and Use Tax Agreement and was chair of the Streamlined Sales Tax Certification Committee from 2006 to 2013.

Joan WagnonExecutive Vice President, Emeritus
Joan Wagnon has over 30 years of experience in government and financial services, including eight years as the secretary of revenue for the State of Kansas. She has also served as president of the Streamlined Sales Tax Governing Board, chair of the Multistate Tax Commission, and a member of the board of directors for the Federation of Tax Administrators. Her long record of distinguished public service also includes her roles as the mayor of Topeka, Kansas, from 1997 to 2001 and as a legislator in the Kansas House of Representatives from 1983 to 1994. In addition to her background in state and local government, Ms. Wagnon was president of Central National Bank in Topeka from 2001 to 2003 and served on their board of directors until 2009.

Your privacy is important to us at The Federal Tax Authority® (“FedTax”, “we,” or “us”), and we have prepared this Privacy Policy to explain to you how we collect, use, and share information we obtain through your use of TaxCloud®, including our websites located at https://taxcloud.net, http://taxcloud.com, and http://fedtax.net; any of our other websites; email messages; or other software containing a link to this Privacy Policy (each, a “Site”), as well as any products or services offered through any Site (collectively, our “Sites and Services”). This Privacy Policy does not govern our use of any information you provide to us when you call us, write to us, or communicate with us in any manner other than through our Sites and Services. By using any of our Sites and Services, you explicitly consent to such use of your information and agree to the terms of this Privacy Policy. This Privacy Policy is effective as of July 1, 2010.
1. Information We Collect
1.1 Information You Choose to Submit
1.1.1 PII.
You can visit a Site without telling us who you are or revealing any Personally Identifiable Information (“PII”) about you and/or your company, such as your first and last name, email address, telephone number, or credit card number. If, however, you become a registered user of our Sites and Services or submit a form for requesting information from us, you may be required to provide certain PII. For example, in order to create an account with us, our TaxCloud Merchant Site requires that you provide us with your first and last name, your company name, your company’s website(s), your company’s mailing address(es), your email address, your company’s banking information, and your telephone number, as well as other personal and business information. We collect any PII or other information you choose to submit through our Sites and Services.
1.2 Information We Automatically Collect
1.2.1.1 Cookies.
We automatically collect certain information to help us understand how you use our Sites and Services. Our Sites use cookies (alphanumeric identifiers that we send from a web server to your browser and that are stored on your computer’s hard drive) to enable our systems to recognize your browser. We use persistent, identifying cookies to remember your information and to link your activities to you. Generally, you can set your browser not to accept cookies or to notify you if you are sent a cookie, giving you the opportunity to choose whether or not to accept the cookie. Please note that if you do set your browser not to accept cookies, certain aspects of our Sites and Services may not function properly. Our cookies may collect: (a) the domain name and host from which you access the internet and the internet address of the website from which you direct-linked to ours; (b) the date and time you access a Site and the pages you visit; (c) your computer's Internet Protocol (IP) address and information about its operating system, platform, and the browser type and version you use; (d) demographic information; (e) information to combat fraud or misuse; and (f) other data relating to your use of our Sites and Services.
1.2.1.2 Pixel Tags.
In our emails to you, we may use pixel tags to determine if your email software or service can display html-formatted email. This helps us optimize the size of our email messages and conserve bandwidth.
2. How We Use the Information We Collect
2.1 PII
We use your PII to fulfill your requests for products and services, to answer your questions, to improve our Sites and Services, to contact you from time to time about us or our Sites and Services, to enforce our rights and the rights of third parties, and to investigate and ensure compliance with the Terms of Use (always available at https://taxcloud.com/tos/) and other agreements relating to our Sites and Services.
2.2 Other Information
We use information collected by cookies to keep track of your use of each of our Sites and Services, to validate your identity, to remember your preferences, to tailor each of our Sites and Services to meet your personal interests, and to improve the quality of our Sites and Services. We use other non-PII information we collect, including IP addresses, to measure the number of visitors to sections of our Sites and Services, to keep track of your use of each of our Sites and Services, to analyze trends, to gather demographic information, and to improve the quality of our Sites and Services.
3. Our Information Sharing Practices
3.1 Generally
Except as otherwise described in this section of our Privacy Policy, we will never share your PII or other data about you that we collect from you through our Sites and Services (collectively, “User Information”) with any third party without your permission.
3.2 Usage Data
From time to time, we may enter into relationships with third parties to help us collect data relating to your use of our Sites and Services. In those circumstances, those third parties have access to that data, and any third-party cookies set during such collection of data are governed by the privacy policies of those third parties. Under no circumstances will Usage Data include your PII.
3.3 Aggregated Data
From time to time, we may share aggregated User Information with third parties. We will not share any aggregated User Information, however, in a manner that would enable the recipient to personally identify you. Under no circumstances will Aggregated Data include your PII.
3.4 Service Providers
From time to time, we may enter into relationships with third parties who directly provide services to us (e.g., marketing assistance, customer service, email newsletters, data analysis and management). In those circumstances, we disclose your PII to the minimum extent necessary for such service providers to perform those services.
3.5 Public Information
There may be areas of our Sites and Services where you are able to post information (e.g., reviews, comments) that will be available to all other users of a Site. By choosing to use these areas, you understand and agree that anyone may access, use, and disclose any information that you post to those areas.
3.6 Other Disclosure Scenarios
Notwithstanding anything in this Privacy Policy to the contrary, we reserve the right, and you hereby expressly authorize us, to share any User Information:

to comply with applicable law, including in response to subpoenas, court orders, or legal process and to address written complaints of copyright infringement;

to establish, protect, or exercise our legal rights or defend against legal claims, including enforcing any Terms of Use or other agreement relating to our Sites and Services;

if we believe it is necessary in order to investigate, prevent, or take action regarding suspected illegal activities, fraud, or situations involving potential threats to the safety of any person or property, including our own;

if we believe it is necessary to investigate, prevent, or take action regarding significant abuse of any of our Sites and Services or the internet in general (such as voluminous spamming, denial of service attacks, or attempts to compromise the security of information);

if all or any portion of our business is acquired by, acquires, or is merged with another entity, if we undergo a change of control, or if we engage in a similar transaction, in which case we may share User Information with the acquiring, acquired, or successor entity or its investors, lenders, or advisers; and

if we become the subject of bankruptcy proceedings, in which case we may share User Information with a bankruptcy trustee, debtor in possession, or subsequent purchaser of assets.

4. Retention; Modifying and Deleting Your PII
We retain your User Information at our discretion and in accordance with applicable laws. However, we do not undertake any retention obligations and may dispose of information at our discretion and without notice, subject to applicable law that specifically requires the handling or retention of information. You must keep your own separate back-up records. If you would like to modify or delete from our database any User Information you previously submitted to us, you may email us at service@fedtax.net. We may keep a record of all information that is changed or deleted, and we may determine what may be changed or deleted. For example, if we are required to keep track of certain kinds of transactions, you may be prevented from changing or deleting information relevant to those transactions. Please note that any User Information that we have copied may remain in back-up storage for some period of time after your request, and that if you delete certain information you may not be able to use our Sites and Services in the future without re-submitting such information. We are not responsible for removing information about you from the databases of any third parties to whom we were authorized to disclose your information prior to processing a request from you.
5. Choice/Opt-Out
We offer you the opportunity to control whether we may use your PII to send you additional information about our Sites and Services and to send you general system and administrative messages. You may opt out of such messages at any time by modifying your profile settings within any of our Sites and Services, by emailing us at service@fedtax.net, or by following the instructions provided in each such message you receive from us. Even if you do opt out of these general messages from us, we reserve the right to send you messages relating to your use of our Sites and Services (e.g., about changes to this Privacy Policy or our Terms of Use, product updates and/or changes, or general system and administrative messages).
6. Security
We have implemented reasonable measures to help protect your User Information from loss, misuse, or unauthorized access or disclosure. Unfortunately, however, no data transmission over the internet (including by email) can be guaranteed to be 100% secure. Neither people nor security systems are foolproof, including encryption systems. In addition, people can commit intentional crimes, make mistakes, or fail to follow policies. As a result, while we strive to protect your User Information, we cannot guarantee its security. If applicable law imposes any non-disclaimable duty , you agree that the standard used to measure our compliance with that duty will be one of intentional misconduct. If you are concerned about the interception of sensitive information, do not include it in any email or other transmissions to us. You must do what you reasonably can to ensure the security of your PII and of our Sites and Services. You should protect against unauthorized access to your account. For example, if you’re using a shared computer, log off and close the browser window when you’re finished.
7. Changes
We may modify this Privacy Policy from time to time. If we make any material change to the way in which we treat your User Information, we will inform you of such change via email or by posting a notice on relevant areas of a Site. Any modified version of this Privacy Policy will be effective as of the date set forth therein. If you continue to use any Sites and Services after the effective date of a modification, you will be deemed to have agreed to the modified Privacy Policy.
8. Contact Information
If you have any questions about this Privacy Policy, please feel free to contact us by email at service@taxcloud.net. To send us a legal notice, mail it by certified mail (return receipt requested) to:

When we need to contact you, we may do so via the email address that we have on file for you, or we may post a notice on a Site. This includes any notices we may be required to send you by law, such as those regarding the breach of any security systems. It is therefore critical that you keep your email contact information correct and updated at all times.

Security is important to us at The Federal Tax Authority™ (“FedTax”, “we,” or “us”), and we have prepared this Security Policy to explain to you how we secure your data during transmission to our web service, storage of these data on our web servers, and your access to these data from our TaxCloud web sites and web services. We have spent and lot of time, money, and effort to ensure your data is protected on our servers, but we need you to share this burden with us. Besides, there’s real money changing hands here!

When you create your TaxCloud account, you are required to enter Personally Identifiable Information (PII) such as name, company name, email address, etc. before creating the account. Our website forces you to use SSL, which encrypts the data over the unsecured Internet. This PII is securely stored in our TaxCloud database behind a firewall.

To verify your identity, we send a time-sensitive email to the email address you provided to us. You must click on the link in this email within 24 hours to verify your email address and activate your account. Clicking this link later than 24 hours will not work.

2. Passwords

You must create a password to access your TaxCloud account. We require these passwords to be at least 6 characters in length, with at least one number or symbol. To ensure the integrity and confidentiality of your TaxCloud account, your password will automatically expire every 90 days, and you cannot re-use previous passwords within a 12 month period.

Please keep your password secure: Do not write it down or share it with others.

3. SSL

At the transit or communications layer, all TaxCloud websites and services use the TLS security protocol, which relies upon strong encryption Secure Sockets Layer ("SSL") encryption, using the RC4 encryption algorithm. For all TaxCloud API services, we do not allow any non-SSL communications. What this means is that it would be extremely difficult for someone (or a machine) to eavesdrop or record any intelligible or meaningful data from the communications between your web shopping cart or point-of-sale system and our TaxCloud servers.

4. Web Services Security

When configure your TaxCloud account for a particular web site (as identified by your unique URL), a unique Login ID (apiLoginID) and Key (apiKey) are created for you to use in all communications between your web site and TaxCloud. These are required in every TaxCloud web service call, such as Lookup().

These two pieces of information must be embedded or configured in your ecommerce shopping cart software when you integrate with the TaxCloud sales tax management service.

For each of your web sites, you will be issued a new apiLoginId and apiKey. These credentials are unique and cannot be shared across multiple web sites. Please keep these credentials safe. If they were to be compromised, someone else could pose as you and create fraudulent transactions on behalf of your web site.

5. Personally Identifiable Information (PII)

It is a policy of FedTax to never store your customers' PII in any of our internet facing TaxCloud systems. While the customer address is sent to assist in determining the appropriate tax rate, the customer name is never transmitted (a unique ID from the merchant/seller is used instead), and the address information (other than zip code) are not stored in the TaxCloud system.

The one exception to this rule is tax-exempt transactions, discussed below.

6. Tax-Exempt Transactions

FedTax stores the minimal required amount of Personally Identifiable Information (or "PII") regarding Exempt transactions in the TaxCloud Private Network. The TaxCloud Private Network is not accessible from the Internet.

For each exempt transaction, you must mark the transaction as Exempt when the transaction is committed to the TaxCloud service using the Captured() web service call. The transaction includes the shopping cart ID, the user ID, and line item ID(s) for the transaction. If the transaction is an Exempt transaction, you must include the required Exempt User information in the API call as well. The transaction is logged on the TaxCloud production system as are all transactions; in addition, the user ID and Exempt User information are logged into the TaxCloud Private Network log for future use. In this architecture, no PII is stored in the production network, only on the Private Network, which is not accessible from the Internet.

7. Disaster Planning and Recovery

To be prepared for any unexpected, naturally occurring or human-initiated disasters that could involve our data center facilities, we operate multiple redundant and geographically distributed datacenter facilities where we conduct frequent backups of all servers and storage arrays.

We also perform regular disaster-preparedness drills, simulations, and data-center recovery exercises, to ensure that in the unlikely event of a catastrophic failure, we will be able to restore service for our customers and partners as quickly as possible.
If you have any questions about these policies, or our security practices in general, please do not hesitate to contact us at service@taxcloud.net, or by telephone at (206) 452-1686.

TaxCloud® Terms of Service Agreement

Welcome to the TaxCloud(R) Terms of Service Agreement. To obtain or continue using the TaxCloud Service, you must agree to and accept the terms and conditions of this Agreement. Please read this Agreement carefully.

By applying your electronic signature to this document below, or by acknowledging your acceptance of this Agreement terms and conditions by any other method allowed by Federal Tax Authority, LLC, or by using the TaxCloud Service, you acknowledge and agree that you have reviewed and understand this Agreement and agree to be legally bound by all its terms and conditions. If you do not agree or you are not willing to be bound by the terms and conditions of this Agreement, do not acknowledge your acceptance of this Agreement terms and conditions by any method and do not seek to obtain or continue using the TaxCloud Service.

Definitions.

"FedTax" means The Federal Tax Authority, LLC, a Washington Limited Liability Company with a mailing address at 162 East Avenue, Third Floor, Norwalk, CT 06851-5715.

"TaxCloud" and "TaxCloud Service" means the FedTax proprietary sales tax management service(s), as further described by this Agreement and the TaxCloud Documentation.

"API" means an Application Programming Interface, which is a public or privately published set of commands, functions, protocols, or objects that software programmers can use to create software or interact with external systems.

"TaxCloud Documentation" means the technical documentation available at https://dev.taxcloud.com and https://taxcloud.com/guide/ which may be updated from time to time without notice, relating to methods, processes, best practices, and procedures that control TaxCloud Application Programming Interfaces ("APIs") and TaxCloud Transaction records, information disclosures, and reporting obligations of the Merchant.

"TaxCloud API" means any TaxCloud API made available to Merchant, subject to Merchant's ongoing compliance with this Agreement, to enable Merchant to use the TaxCloud Service.

"Merchant" means you, the person or business entity who is a party to this agreement, including its parents, agents, and employees that have a contractual relationship with FedTax and sells goods or services to another party.

"Active Merchant" means any Merchant who has transmitted, entered, or uploaded at least one TaxCloud Transaction or used any TaxCloud API within the last ninety (90) days.

"Inactive Merchant" means any Merchant who has not transmitted, entered, or uploaded at least one TaxCloud Transaction or used any TaxCloud API within the last ninety (90) days.

"Merchants" means the community of persons or businesses that also use TaxCloud.

"Agreement" means this TaxCloud Terms of Service Agreement, the TaxCloud Service, Fee Schedules, and all exhibits attached hereto, and all incorporated policies, procedures, and specifications.

"Terms of Service" means this Agreement, a current version of which will at all times be available at https://taxcloud.com/tos/

"Merchant Registration" means the electronic forms, and all information submitted therein by Merchant via Merchant Interface as required to enroll and configure TaxCloud as a Merchant for the TaxCloud Service.

"Sales Tax" means the consumption tax (a tax on spending for goods and services) calculated by the TaxCloud Service based upon applicable Tax Jurisdiction(s) of Record for a transaction. Sales Tax is charged to the purchaser at the time of purchase from Merchant for certain goods and services. If Sales Tax is not charged to the purchaser at the time of purchase, equivalent Use Taxes are due from such purchaser in the Tax Jurisdiction of Record for the transaction.

"Tax Jurisdiction(s) of Record" means all applicable state, county, regional, tribal, or special tax district jurisdictions for a particular TaxCloud Transaction.

"Tax Remittances Due" means Sales or Use Taxes collected by Merchant for the benefit of the Tax Jurisdiction(s) of Record.

"Automated Compliance" means TaxCloud's premium service, which includes registration in Tax Jurisdictions of Record, automated reporting and remittance of Tax Remittances Due, and ongoing correspondence and response to audit inquiries with Tax Jurisdictions of Record in all TaxCloud Member States, and any other states selected by Merchant.

"Selective Compliance" means automated reporting and remittance of Tax Remittances Due in Tax Jurisdictions of Record selected by Merchant.

"Streamlined Sales and Use Tax Agreement" or "SSUTA" means the multi-state Agreement known as the Streamlined Sales and Use Tax Agreement adopted November 12, 2002, as amended and incorporated herein by reference to http://www.streamlinedsalestax.org or such other internet location as may be determined or modified by the SSUTA Governing Board with or without notice.

"SSUTA Governing Board" means the managing body of the SSUTA.

"Taxability Code" or "Taxability Information Code" means product or service taxability classification categories as specified by the SSUTA Governing Board and FedTax, a current version of which will at all times be available at https://taxcloud.net/tic/ and which may be modified at any time without notice.

"Exempt Entities" means individuals or entities that are customers of Merchant that claim to qualify to be exempted from obligation to pay Sales or Use Taxes based upon valid exemption credentials issued by the Tax Jurisdiction(s) of Record which Merchant shall exercise due caution and diligence in accepting and verifying in advance of submission to the TaxCloud Service for any applicable TaxCloud Transaction.

"TaxCloud Member State" means any Streamlined Sales and Use Tax Agreement Member State, Contingent Member State, or Associate Member State under Sections 801.1, 801.2, and 801.3 of the SSUTA, and are listed in Exhibit E, Section 1 to this Agreement. TaxCloud Member States may also include states which would ordinarily be considered a TaxCloud Provisional State because they have not achieved the requirements under SSUTA to qualify as a Member State, Contingent Member State, or Associate Member State pursuant to the SSUTA, but instead have (a) established an agreement with FedTax to enable FedTax to provide services effectively equivalent to those of a Certified Service Provider (or "CSP") as defined by the SSUTA; and (b) have either: (i) verified and certified the Critical Sales Tax Data relied upon by the TaxCloud Service to accurately calculate Sales Taxes for all of that state's Tax Jurisdiction(s) of Record; or (ii) have prepared and published the necessary Critical Sales Tax Data in a format acceptable to FedTax which can be relied upon by the TaxCloud Service to accurately calculate Sales Taxes for all of that state's Tax Jurisdiction(s) of Record, provided such state also agrees to maintain and reissue such Critical Sales Tax Data as necessary to reflect any changes or modifications to that states applicable sales and use tax laws. For the TaxCloud Member States, FedTax accepts primary notice response and audit inquiry responsibility (which Merchant can elect to waive) and provides indemnification to Merchant with regard to rate and taxability information.

"TaxCloud Provisional State" means any state listed in Exhibit E, Section 2. For the TaxCloud Provisional States, FedTax will not take audit responsibility nor provide indemnification with regard to rate and taxability information. All rates and reports in the TaxCloud Provisional States should be considered by the Merchant to be advisory.

"TaxCloud Compliance State" means any state listed in Exhibit E, Section 3. For the TaxCloud Compliance States, Merchant has elected to have TaxCloud prepare and file Sales Tax Returns on Merchant's behalf.

"TaxCloud Lookup" means any Merchant invocation of the TaxCloud Lookup or AddTransaction APIs for determination of tax rate or amount information for at least one product or service, as identified by Merchant through the use of applicable Taxability Information Code in accordance with the TaxCloud API documentation embodied by the TaxCloud Documentation, and any other documentation which may be made available by FedTax.

"TaxCloud Transaction" (or "Completed Transaction", or "Captured Transaction") means any transaction transmitted or submitted by Merchant to TaxCloud through any means, including a) Manual entry or upload using the TaxCloud Merchant Interface; or b) Calling or otherwise invoking any TaxCloud API including, but not limited to, Authorized, Captured, AuthorizedWithCapture; or c) Any software, system, or service specifically authorized by Merchant, via the TaxCloud Merchant Interface, to transmit or submit transactions to TaxCloud on behalf of Merchant.

"Refund of Sales Tax" means circumstances where a customer of Merchant returns a product or service, or is otherwise issued a credit by Merchant, resulting in the refund of the sales tax to the customer, and Merchant invokes the necessary TaxCloud Returned API to notify or otherwise affect the record of the TaxCloud Transaction.

"TaxCloud Return" means periodic jurisdictional sales tax reports and returns filed or otherwise reported to any Tax Jurisdiction(s) of Record by the TaxCloud Service, Merchant, or Merchant's authorized agent or designee, based upon Tax Remittances Due related to Merchant's TaxCloud Transactions.

"Sales Tax Return" means TaxCloud Return.

"TaxCloud Service Fees" means the routine and customer monthly service fees (if any are applicable) to be paid by Merchant to FedTax for continued use of the TaxCloud Service, as detailed in the Fee Schedule and Timeline.

"Vendor Discount" means any discount, credit, or bounty afforded to Merchant as an incentive for timely filing and remittance of Sales Tax.

"Fee Schedule and Timeline" is detailed in Exhibit A.

"TaxCloud Getting Started Credit" means the specific accommodation made by FedTax to grant an automatic credit of a certain amount, as specified in Exhibit A, to offset any TaxCloud Service Fees applicable within the limited period also specified in Exhibit A.

"TaxCloud Small Business Safe Harbor" or "TCSB" means the accommodation made by FedTax to credit, waive, or otherwise relieve TCSB Qualifying Merchants from any portion of TaxCloud Service Fees.

"TCSB Qualifying Merchant" is any Merchant not exceeding the TCSB Safe Harbor Allowances.

"TaxCloud Configuration Window" means the automated account configuration enforcement systems operated by FedTax to ensure Merchant completes configuration by pressing the Go Live Button on at least one set of TaxCloud API Credentials within thirty (30) days from the Effective Date, or an extended period at FedTax's sole discretion.

"Go Live Button" means the mechanism provided to Merchant in the TaxCloud Merchant Interface to notify TaxCloud that Merchant has completed testing and implementation, and ready to begin collecting sales tax in live transactions with Merchant's customers.

"Go Live Date" means the date Merchant presses the Go Live Button in the TaxCloud Merchant Interface.

"Merchant Service Provider" means any third party through whom FedTax may provide the TaxCloud Service to a Merchant, including, but not limited to, a reseller, independent service organization, application service provider, Merchant aggregator, and acquiring bank.

By submitting a Merchant Registration, Merchant represents and warrants that (a) Merchant (or authorized agent executing this Agreement on behalf of Merchant) is 18 years of age or older, (b) all information Merchant has provided to FedTax is true and correct in all respects, and (c) Merchant will update FedTax via Merchant Interface with any changes to information Merchant has previously supplied. Merchant at this moment authorizes FedTax to investigate and confirm the information submitted by Merchant herein. For this purpose, FedTax may utilize credit bureaus/reporting agencies and its agents. Upon request, FedTax will provide Merchant with a copy of the results of such investigation. FedTax reserves its right to refuse to provide Merchant with the TaxCloud Service, with or without notice, for any or no reason, including, without limitation, if Merchant has supplied any information which is misleading, untrue, inaccurate or incomplete. Merchant expressly acknowledges and agrees that FedTax may share information about it and its account with Merchant Service Providers.

Undertakings of FedTax.

Grant of Rights. FedTax at this moment grants Merchant a non-exclusive and non-transferable right, during the effective term of this Agreement, to use the TaxCloud Service subject to the restrictions herein and any other restrictions communicated by FedTax to Merchant. Merchant is provided or granted no other right to use the TaxCloud Service or the TaxCloud APIs except as is expressly provided by this Agreement, and any rights not explicitly granted in this Agreement are hereby reserved by FedTax. Without limiting the generality of the preceding, Merchant will not directly or indirectly access or use the TaxCloud Service in violation of, or contrary to, the TaxCloud Documentation or the terms of this Agreement. Merchant will not copy, modify, distribute, sell, or lease any part of the TaxCloud API or TaxCloud Documentation. Merchant will not reverse engineer or attempt to extract the source code of the TaxCloud API without prior written consent from FedTax.

TaxCloud Service. Subject to any and all applicable laws and regulations, FedTax shall provide the TaxCloud Service to Merchant in all material respects by the terms of this Agreement and all applicable guidelines or procedures, including, but not limited to, the TaxCloud Documentation, and the SSUTA.

Customer Service. So long as Merchant is current in payment of all fees owing (if any) to FedTax and is otherwise not in default under this Agreement, FedTax shall provide customer service to Merchant by email via service@taxcloud.net.

Undertakings of Merchant.

Login ID and Password. In connection with the rights described in Section 3.1, Merchant is required to supply a true and valid email address to be used as Merchant's Login ID to access the Merchant Interface. Merchant must also specify a secure Password and agrees not to share or reveal these credentials or TaxCloud API Credentials to anyone, for any reason or purpose. Merchant understands and acknowledges that every access to the Merchant Interface and every TaxCloud API creates an auditable event of record (which is tracked on a per-Login ID and per-API Credentials basis) related to Merchant's use of the TaxCloud Service. Merchant further acknowledges and understands that Merchant may invite Merchant's employees and agents to access and use the TaxCloud Service by providing the invitee's true and correct email address through the "Contacts" area of the TaxCloud Merchant Interface. Merchant is solely responsible for maintaining adequate security and control of any and all IDs, Passwords, or any other access codes or TaxCloud API credentials that may be issued to Merchant or Merchant's employees or agents by the TaxCloud Service for purposes of giving Merchant access to the TaxCloud Service and TaxCloud APIs. Merchant is responsible for the results of using the TaxCloud Service, and for the accuracy and adequacy of the data Merchant provides, enters, or transmits to FedTax. Merchant understands and agrees that FedTax will rely on information received from Merchant via the TaxCloud Merchant Interface, or TaxCloud APIs and all such information was transmitted by or on behalf of Merchant.

Review of TaxCloud Returns. Merchant agrees to return to the TaxCloud Merchant Interface before the first business day following the tenth (10th) day of the month in order to a) review TaxCloud Transactions, Sales Taxes, and Tax Remittances Due for the previous monthly period, b) upload or manually enter any additional TaxCloud Transaction not previously reported to TaxCloud, for any Jurisdiction(s) of Record. If Merchant fails to review TaxCloud Returns for any reason, Merchant understands and agrees that TaxCloud will automatically file such TaxCloud Returns on behalf of Merchant promptly (for those states where Merchant has Automated Compliance features enabled).

Risk Management. Merchant is solely responsible for all acts and omissions of its officers, directors, partners, managers, employees, agents, representatives, contractors, and third-party service providers, including persons granted signature authority on customers' accounts and personnel who are permitted to initiate and/or give FedTax instructions regarding customer's entries (collectively, "Merchant Personnel"). FedTax is entitled, without further inquiry or investigation, to assume that the actions of Merchant Personnel are appropriate and authorized by Merchant. This authorization will remain in effect unless FedTax receives written notice to the contrary from Merchant and has a reasonable opportunity to react to it.

Tax Advice. Merchant understands and recognizes that FedTax is not a substitute for Merchant's ordinary tax accountant, tax advisor, or tax counsel. Merchant acknowledges that FedTax DOES NOT provide ANY legal or tax advice, and Merchant will consult with Merchant's accountants, advisors, or tax counsel for tax advice. FedTax is not a law firm or an accounting firm. Merchant also understands and recognizes the distinction between general account configuration Tax Advice (which FedTax rejects), and post-sale and/or post-remittance tax defense (which FedTax accepts, subject to Section 5.5).

Relationship to States.

FEDTAX HAS ENTERED INTO CONTRACTS WITH THE GOVERNING BOARD ESTABLISHED UNDER THE STREAMLINED SALES AND USE TAX AGREEMENT. AS A PREREQUISITE TO ENTERING INTO THIS CONTRACT FEDTAX HAS CREATED A TAX CALCULATION SYSTEM SATISFACTORY TO AND CERTIFIED BY THE GOVERNING BOARD. IN ADDITION, FEDTAX HAS ASSUMED CERTAIN OTHER RESPONSIBILITIES AND OBLIGATIONS AS SET FORTH IN ITS CONTRACTS WITH THE GOVERNING BOARD, THE STREAMLINED SALES AND USE TAX AGREEMENT AND THE LAWS OF THE STATES THAT ARE MEMBERS OF THE GOVERNING BOARD. AS PROVIDED IN THE CONTRACTS BETWEEN FEDTAX AND THE GOVERNING BOARD, FEDTAX IS AUTHORIZED TO REPRESENT ITSELF AS A "CERTIFIED SERVICE PROVIDER" AND SERVE AS AN AGENT FOR SELLERS WHO DESIRE TO REGISTER AND PARTICIPATE IN THE STREAMLINED SALES AND USE TAX AGREEMENT. NOTHING IN THE CONTRACT BETWEEN THE GOVERNING BOARD AND FEDTAX OR THE STREAMLINED SALES USE TAX AGREEMENT ESTABLISHES ANY RIGHT OR ENTITLEMENT IN SELLERS CONTRACTING WITH FEDTAX. A SELLER'S RIGHTS AND ENTITLEMENTS WITH RESPECT TO FEDTAX ARE ESTABLISHED AND GOVERNED BY THIS CONTRACT WITH FEDTAX. A SELLER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO ANY OF THE MEMBER STATES ARE DETERMINED BY THE LAWS OF EACH MEMBER STATE.

Settlement of Tax Credits. When a customer of Merchant returns an item which was the subject of a TaxCloud Transaction and for which there were Tax Remittances Due, and there is a Refund of Sales Tax as defined in Section 1.26, FedTax shall apply a sales tax credit to Merchant's TaxCloud Service account which will be reflected or otherwise applied to reduce the Tax Remittances Due in the next periodic Sales Tax Return on the basis of net due for the Tax Jurisdiction(s) of Record, as detailed in the TaxCloud Documentation.

Taxability Information Codes. Merchant agrees to exercise due caution and diligence in selecting and specifying an appropriate Taxability Information Code (or "TIC") for items submitted, transmitted or uploaded to the TaxCloud Service. Merchant is solely responsible for selection or specification of TIC(s).

Expenses. Merchant agrees to pay all costs and expenses of whatever nature, including attorneys' fees and other costs and legal expenses, incurred by or on behalf of FedTax in connection with the collection of all Tax Remittances Due, TaxCloud Service Fees, and TaxCloud Penalties, as described in the Fee Schedule and Timeline which go unpaid by the Merchant for any reason.

Uniform Power of Attorney. MERCHANT AT THIS MOMENT APPOINTS FEDTAX AS AN AGENT (ATTORNEY-IN-FACT) TO ACT FOR MERCHANT IN ANY LAWFUL WAY, BUT ONLY WITH RESPECT TO SALES TAX MATTERS IN ANY TAX JURISDICTION(S) OF RECORD. This Uniform Power of Attorney shall be effective upon the Effective Date and will continue throughout the Term of this Agreement. Merchant agrees that any Tax Jurisdiction(s) of Record who receives a copy of this Agreement including this Uniform Power of Attorney may act under it. Revocation of this Uniform Power of Attorney is not effective as to a Tax Jurisdiction of Record until the Tax Jurisdiction of Record has actual knowledge of the revocation. Merchant agrees to indemnify the Tax Jurisdiction of Record for any claims that arise against the Tax Jurisdiction of Record because of reliance on this Uniform Power of Attorney. Some states do not allow Uniform Power of Attorney such as this one, and in such circumstances, Merchant also agrees that upon receiving written notice by FedTax, Merchant will immediately provide to a duly witnessed and notarized copy of this Agreement, with initials next to this Uniform Power of Attorney Section 5.5, or by executing another form of Agent Authorization Agreement as may be provided by FedTax. BY ACTING UNDER THIS APPOINTMENT, FEDTAX ASSUMES FIDUCIARY AND LEGAL RESPONSIBILITIES OF AN AGENT FOR SALES TAX PURPOSES ONLY.

Compliance with Laws, Operating Procedures, and FedTax Guidelines.

Compliance. In connection with the exercise of Merchant's rights and obligations under this Agreement (including, without limitation, any related to individual privacy), Merchant warrants that it will comply, at Merchant's own expense, with all applicable laws (including Sales Tax laws as defined by Tax Jurisdiction(s) of Record for all TaxCloud Transactions), regulations, rules, ordinances and orders of governmental and governing authorities having jurisdiction, including, but not limited to, the Gramm Leach Bliley Act, the TaxCloud Documentation, the Electronic Fund Transfer Act, Federal Reserve Regulation E, the Fair Credit Reporting Act, all rules and operating guidelines of the National Automated Clearing House Association ("NACHA") and similar state laws and regulations, to the extent the same may be applicable to the ACH transactions processed hereunder. Merchant shall comply with sanctions enforced by the U.S. Department of Treasury, Office of Foreign Assets Control (OFAC), including trade embargoes, anti-money laundering, and terrorism controls. Information regarding such sanctions may be found at http://www.treas.gov/ofac or the OFAC Compliance Hotline at (800) 540-OFAC.

Bona Fide Transactions. Merchant agrees that all TaxCloud Transactions are bona fide business transactions between Merchant and its customers and no such entries are, directly or indirectly, for the benefit of any third party whether in a service bureau or other context.

Other Compliance. Merchant is prohibited from using the TaxCloud Service in any manner or in furtherance of any activity that constitutes a violation of any law or regulation, or that may reasonably be expected to subject FedTax or its suppliers or vendors to investigation, prosecution or legal action.

FedTax Policies. Merchant shall comply with all current policies, procedures, and guidelines of FedTax governing the TaxCloud Service, including, but not limited to, the TaxCloud Documentation and this Agreement. FedTax reserves the right to amend, modify or change such policies, procedures, and guidelines, at any time and with notice as provided for in Section 14.4.

Error Resolution. Merchant further agrees to respond to and resolve all customer-alleged errors at its expense under this Agreement, and in accordance with all applicable laws and regulations.

Record Retention; Inspection Rights. Merchant shall preserve all records pertaining to sales, Sales Tax, Exempt Entities, and ACH transactions, as may be required by law, and in no event less than three (3) years from the date of creation. As Merchant's Certified Service Provider, FedTax accepts responsibility and obligation to respond on behalf of Merchant (relieving Merchant of same) for any sales tax inquiry or audit requests from any state identified in Exhibit E, Section 3. As Merchant's Certified Service Provider, FedTax also accepts liability for any penalties or assessments resulting from any such audit, except in situations of fraud or misrepresentation by Merchant, in any and all Tax Jurisdiction(s) of Record, as detailed in Exhibit E, Section 3, so long as Merchant has retained records relevant to such audits. These protections are contingent on prompt cooperation and response to any information requests made by FedTax to Merchant. Upon request from FedTax, Merchant shall provide FedTax with responses to requests for information and/or copies of any requested information, electronically or otherwise, no later than forty-eight (48) hours from the date of FedTax's request. Merchant also agrees to execute, file and record any statements, notices, and certificates as FedTax may reasonably request to preserve and protect its interest.

Additional Financial Documents. FedTax reserves the right to require additional financial documents from Merchant if a Tax Jurisdiction of Record places a similar requirement on FedTax.

Notifications & Information Updates. Merchant is responsible for returning to the Merchant Interface no less than monthly for (i) reviewing all Sales Tax Returns prepared by the TaxCloud Service, (ii) reviewing and maintaining the accuracy and completeness of all Merchant Registration information (including methods of payment), and (iii) reviewing, and when necessary, updating information required by Tax Jurisdiction(s) of Record, including but not limited to, periodic attestation(s) regarding changes in status related to activities of Merchant which may establish nexus for Merchant in any Tax Jurisdiction(s) of Record. Merchant is expected to perform this update by the 10th of every month. Ongoing, systematic, and repeated failures to respond by the specified monthly date will be considered a willful breach and default under this Agreement.

Exclusive Use of FedTax in the TaxCloud Member States. The Merchant agrees to use the TaxCloud Service exclusively for the TaxCloud Member States, as listed in Exhibit E, Section 1 if Automated Compliance is activated. This requirement is based on statutory requirements that there can be one and only one sales tax return filed in any particular period in these states.

Data Collection, Privacy, and Security.

Merchant Obligations

Merchant is solely responsible for the security of their TaxCloud login and authentication credentials, as well as TaxCloud API Credentials. Merchant is solely responsible for all data residing on the servers of Merchant, or a third party designated by Merchant (e.g., a web hosting company, processor, or other service provider), including all sales tax information, customer information, product information, and payment information. Merchant shall comply with all applicable laws and regulations governing the collection, retention, and use by Merchant of all data associated with TaxCloud Transactions. Merchant agrees to provide notice to consumers on Merchant's internet web site transaction page(s) disclosing how and why personal information is collected and used. Merchant is solely responsible for obtaining and maintaining any and all necessary rights, power and authority to provide data associated with TaxCloud Transactions to FedTax.

Merchant agrees to comply with all FedTax security protocols and security advisories in effect during the term of this Agreement. Merchant is solely responsible for verifying the accuracy and completeness of all TaxCloud Transactions submitted to the TaxCloud Service. Merchant acknowledges that FedTax shall not be liable for any improperly processed or unauthorized TaxCloud Transactions, or any illegal or fraudulent access to Merchant's account or data. FedTax's liability for improperly processed or unauthorized Transactions solely attributable to the negligence of FedTax is limited under Section 13.

Merchant will comply with all then-current legal obligations and guidelines, including, without limitation, those issued by all relevant taxing authorities (federal, state & local) and the Federal Trade Commission, associated with the collection, security, dissemination, and destruction of data on its web site. Merchant warrants that it has taken such precautions as are necessary to ensure that its server and electronic systems are secure from breach or intrusion by unauthorized third parties. If Merchant's system is breached and an unauthorized third party has access to or has accessed transaction data, Merchant shall notify FedTax promptly of such breach and shall take such precautions as may be necessary to remedy and prevent such breaches from occurring in the future.

FedTax Obligations.

For those states listed in Exhibit E, Section 3, FedTax, in its sole discretion, may offer to provide reporting and remittance services to Merchant in one or more TaxCloud Provisional States. If FedTax offers to provide said service, and Merchant activates or enables such service in any TaxCloud Provisional State, FedTax agrees to undertake, on behalf of Merchant, all functions and services of a Certified Service Provider for such state(s).

FedTax agrees to collect, retain and disclose information and data collected from Merchant (including data associated with TaxCloud Transactions) in accordance with the TaxCloud Privacy Policy. Consistent with the TaxCloud Privacy Policy, FedTax agrees to use commercially reasonable security measures for the transport of TaxCloud Transaction data using the Internet. Notwithstanding the preceding, FedTax does not, and cannot, warrant that all TaxCloud Transaction data will be transported without unauthorized interception or modification. Merchant understands that FedTax will collect and hold personal or non-public information about Merchant including, but not limited to: Merchant's name, address, telephone number, e-mail address, social security number and/or tax identification number, for the sole purpose of continuing to provide the TaxCloud Service to Merchant. Merchant also understands and agrees that FedTax may obtain various credit bureaus' reports regarding Merchant from third parties, run a credit check, report unpaid collection issues to credit bureau(s), and/or obtain other personal or credit information about Merchant.

Merchant further understands and agrees that FedTax, its affiliates and subsidiaries, Merchant Service Providers, partners, suppliers and/or their agents/contractors may transfer data amongst themselves as necessary for the provision and management of the TaxCloud Service, and that FedTax may further transfer data: (i) to third parties assisting FedTax in evaluating Merchant's eligibility for, provision of, administration and management of the TaxCloud Service, as well as, under the circumstances described in the TaxCloud Privacy Policy, as may be modified from time to time; (ii) with companies that provide support services to FedTax; or (iv) as otherwise permitted by law. While FedTax uses commercially reasonable efforts to safeguard all data transmitted while using the TaxCloud Service, FedTax does not warrant that data and transaction data will be transported without unauthorized interception or modification, or that data or transaction data will not be accessed or compromised by unauthorized third parties.

Fees.

Merchant agrees to pay FedTax the TaxCloud Service Fees (if any are applicable) and TaxCloud Penalties incurred (if any), as set forth in the Fee Schedule and Timeline attached hereto as Exhibit A. If Merchant receives any Getting Started Credits applied to reduce or eliminate any ordinarily applicable TaxCloud Service Fees, as detailed in Exhibit A, FedTax reserves the right to charge Merchant up to the entire Getting Started Credit if Merchant deactivates, or closes their account. FedTax reserves the right to increase, decrease, amend or alter TaxCloud Service Fees and Penalties, including the basis of calculation or other matters in relation to the charges. If Merchant does not agree to such changes, Merchant's sole remedy is to immediately terminate this Agreement by closing Merchant's account from the TaxCloud Merchant Interface. If Merchant has Automated Compliance enabled or has elected to allow TaxCloud to automatically file TaxCloud Returns and remit Sales Tax Proceeds in any TaxCloud Provisional State, as indicated in Exhibit E.3, Merchant agrees that any applicable Vendor Discounts will be retained by FedTax as an additional component of ordinary TaxCloud Service Fees.

ACH Authorization. Merchant hereby authorizes FedTax to either initiate transaction entries to Merchant's depository account number listed in Merchant's account (and as those numbers may be changed, any new account numbers provided to FedTax) without additional authorization or consent for any balance due FedTax, including amounts due associated with TaxCloud Transactions, Sales Taxes, Tax Remittances Due, and TaxCloud Service Fees, service fees (if any are applicable), and TaxCloud Penalties as set forth in the Fee Schedule and Timeline attached hereto as Exhibit A.

Remittance Terms. Merchant shall remit any Tax Remittances Due under this Agreement no less frequently than monthly, in accordance with Exhibit B. Merchant from this moment forward authorizes FedTax to initiate transaction entries to Merchant's Payment Method account as specified in Merchant Registration. Merchant authorizations provided in the Agreement to initiate transactions to Merchant's Payment Method account are to remain in full force and effect until FedTax has received written notification from Merchant of its request for termination in adequate time to afford FedTax and Merchant's depository institution a commercially reasonable opportunity to acknowledge and respond to the request.

Service Fee Payment Terms. Merchant understands that timing of payment for any fees or charges due under this Agreement will be no less frequently than monthly, in accordance with Exhibit A. Merchant from this moment forward authorizes FedTax to initiate transaction entries to Merchant's Payment Method account as specified in Merchant Registration. Merchant authorizations provided in this Agreement to initiate transactions to Merchant's depositories account are to remain in full force and effect until FedTax has received written notification from Merchant of its request for termination in adequate time to afford FedTax and Merchant's depository institution a commercially reasonable opportunity to acknowledge and respond to the request.

Payment Methods Maintenance. If Merchant's Payment Method changes, the Merchant shall promptly update the relevant payment profiles provided in the Merchant Registration available via the Merchant Interface. If Merchant fails to maintain their Merchant Registration with accurate, current Payment Method(s), FedTax may suspend the TaxCloud Service for Merchant until such information is provided to FedTax. Although TaxCloud Service will attempt to apply any changes to Payment Methods immediately, there can be no assurance such modifications will be affected until the following month after such payment method was modified. Any amounts due to FedTax under this Agreement and not paid when due will be subject to a finance charge equal to one and one-half percent (1.5%) per month or the highest rate allowable by law, whichever is less, determined and compounded daily from the date due until the date paid. Payment of such finance charges will not excuse or cure any breach or default for late payment. FedTax may accept any payment from Merchant without prejudice to its rights to recover the balance due or to pursue any other right or remedy. No endorsement or statement on any payment or any correspondence accompanying any payment or elsewhere will be construed as an accord or satisfaction. Merchant agrees to pay all costs and expenses of whatever nature, including attorneys' fees, incurred by or on behalf of FedTax in connection with the collection of any unpaid charges.

Non-Sufficient Fund Fee, Late Fees, and Service Reactivation Fee.

Non-Sufficient Fund Fee. Merchant shall pay to FedTax a Non-Sufficient Fund Fee, in the amount outlined in the Exhibit A, each time FedTax attempts to charge the Merchant Payment Method for any amounts owing under this Agreement and receives a Non-Sufficient Funds (NSF) or an invalid account message from Merchant's bank.

Late Fee - Delinquent TaxCloud Transactions. If Merchant does not upload or manually enter all additional TaxCloud Transactions on or before the first business date following the tenth (10th) day of the month, Merchant will be subject to a Late Fee, in the amount outlined in the TaxCloud Fee Schedule and Timeline.

Late Fee - Delinquent Sales Tax Proceeds. If Merchant does not pay owing amounts on or before the first business day following the tenth (10th) day of the month, Merchant will be subject to a Late Fee, in the amount outlined in the TaxCloud Fee Schedule and Timeline.

Service Reactivation Fee. In the event FedTax has suspended the TaxCloud Service to Merchant for failure to pay under Section 9.2, FedTax agrees to restore Merchant's access to the TaxCloud Service after Merchant pays in full all owing fees, including any Service Reactivation Fee in the amount outlined in the TaxCloud Fee Schedule and Timeline.

Configuration Window Extension Fee. If Merchant requests an extension of its Configuration Window, Merchant will be subject to the Configuration Window Extension Fee, in the amount outlined in the TaxCloud Fee Schedule and Timeline.

Collection Rights. Merchant agrees to pay all owing fees to FedTax and our affiliates on demand. Merchant's failure to pay amounts owed to FedTax or our affiliates under this Agreement is a breach and Merchant will be liable for any costs incurred by FedTax during collection, in addition to any amounts owed. Collection costs may include, attorneys' fees and expenses, costs of any arbitration or court proceeding, collection agency fees, any applicable interest, and any other related cost.

Guarantee Option. In certain circumstances, FedTax may require a personal, parent or another guarantee (a "Guarantee") from a Merchant's principal, owner, or another guarantor. A Guarantee consists of a legally binding promise by an individual or an entity to pay any amounts the Merchant owes if the Merchant is unable to pay. If FedTax elects to require Merchant to provide FedTax with a Guarantee, FedTax will specifically inform Merchant of the amount of, and the reasons for the Guarantee. If Merchant is unable or unwilling to provide such a Guarantee when required, this Agreement will be immediately terminated by FedTax for violation of this Agreement.

Term.

This Agreement shall commence on the date Merchant executes this Agreement, whether in writing or via online acceptance, (the "Effective Date") and remain in full force and effect until terminated by either party under Section 9.

Termination.

Termination at Will. Either party may terminate this Agreement at any time and for any reason by providing ninety (90) days prior written notice to the other party. Merchant acknowledges that FedTax may immediately terminate this Agreement: (i) if it has reasonable evidence of Merchant's fraudulent or illegal use of the Services; (ii) as required by legal or regulatory authority; (iii) as a result of Merchant's breach of any representations or warranties contained herein; (iv) if, in its sole opinion, any information contained in the Merchant Registration is found or believed to be inaccurate or false; (v) for violation of this Agreement; or (vi) as a result of a Force Majeure Event.

Termination for Cause; Suspension of Service. In addition to any other termination rights granted by this Agreement, FedTax may terminate this Agreement on ten (10) days written notice for material breach by the Merchant of any obligations hereunder unless such breach is cured within such ten (10) day period. FedTax may immediately terminate this Agreement and/or suspend Merchant's sales tax calculation, reporting, and remittance capabilities via the TaxCloud Service, upon written notice, for failure of Merchant to pay all amounts due and owing to FedTax. If FedTax suspends the TaxCloud Service, FedTax (i) shall have no obligation to resume the service until the causes of such suspension are remedied to FedTax's satisfaction and (ii) reserves the right to terminate this Agreement at any time.

Effect of Termination. Upon termination of this Agreement for any reason, all rights and obligations of the parties under this Agreement shall be extinguished, except that: (a) all accrued payment obligations hereunder shall survive such termination; and (b) the rights and obligations of the parties under Sections 1, 5.1, 5.3, 7.2,9.3 10.3, 10.1, and 11 through 14 shall survive such termination. Upon termination of the effective term of this Agreement for any reason, FedTax will immediately suspend all TaxCloud Services on behalf of Merchant, and will also notify the SSUTA Governing Board, and any applicable states, that TaxCloud is no longer the CSP of record for Merchant.

Intellectual Property and Confidentiality.

FedTax. The parties agree that FedTax owns and retains all right, title and interest in and to the FedTax Marks, TaxCloud Trademarks, TaxCloud API, and any related technology utilized under or in connection with this Agreement, including, but not limited to, all intellectual property rights associated therewith. No title to or ownership of any of the preceding is granted or otherwise transferred to Merchant or any other entity or person under this Agreement. Merchant will not reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or trade secrets of FedTax.

FedTax Trademarks License. Subject to the terms and conditions contained herein, FedTax hereby grants to Merchant the right to use, reproduce, publish, perform and display the FedTax Trademarks (as defined by the TaxCloud Logo Specifications referenced in Exhibit C): (a) on Merchant's web site; and (b) in promotional and marketing materials and electronic and printed advertising, publicity, press releases, newsletters and mailings about or related to any of the TaxCloud Services.

Merchant Trademarks License. Subject to the terms and conditions contained herein, Merchant hereby grants to FedTax and its affiliates the right to use, reproduce, publish, perform and display the Merchant Trademarks specified in Merchant's Merchant Registration: (a) in connection with the development, use, reproduction, modification, adaptation, publication, display and performance of the TaxCloud Services offered and/or accessible through Merchant Interface; and (b) in promotional and marketing materials and electronic and printed advertising, publicity, press releases, newsletters and mailings about or related to any of the TaxCloud Service.

Use of Trademarks. Each party shall strictly comply with all standards with respect to the other party's Trademarks contained herein or which may be furnished by such party from time to time. Further, neither party shall create a combination mark consisting of one or more Trademarks of each party. All uses of the other party's Trademarks shall inure to the benefit of the party owning such Trademark. Each party hereby acknowledges and agrees that, as between the parties, the other party is the owner of the Trademarks identified as its Trademarks in any written notice provided to the other party under this Agreement. Either party may update or change the list of Trademarks usable by the other party hereunder at any time by written notice to the other party.

Use the appropriate registered Trademarks &REG; Symbol. Merchant must reproduce any FedTax Trademarks exactly as shown on the TaxCloud Logo Specification, including the exact reproduction of any proprietary markings or legends and including the appropriate $REG; or &TM; symbol at the first and most prominent reference, or as soon as practicable thereafter.

Provide Appropriate Trademark Attribution. Merchant must include a statement of ownership when displaying or reproducing any FedTax Trademarks. The statement should read: "FEDTAX, the FedTax logo, TAXCLOUD, and the TaxCloud logo, are trademarks or registered trademarks of FedTax." If it is not feasible to include the attribution statement, it is acceptable to use a general-purpose attribution statement in a form such the following: "All other trademarks are the property of their respective owners."

Trademarks and Internet Domain Registration. Merchant shall not use, register or attempt to register any: (a) FedTax Marks; or (b) Trademarks or internet domain names that are confusingly similar to any of the FedTax Trademarks or internet domain names.

Trademark Restrictions. Merchant shall not (a) use the FedTax Trademarks except as expressly authorized in this Agreement; and (b) take any actions inconsistent with FedTax's ownership of the FedTax Trademarks and any associated registrations, or attack the validity of the FedTax Trademarks, its ownership thereof, or any of the terms of this Agreement; (iii) use the FedTax Trademarks in any manner that would indicate it is using such FedTax Trademarks other than as a licensee of FedTax; nor (iv) assist any third party to do any of the same.

Further Assurances. Each party shall take, at the other party's expense, such action (including, without limitation, execution of affidavits or other documents) as the other party may reasonably request to effect, perfect or confirm such other party's ownership interests and other rights as outlined in this Section 10.

Confidential Information. Merchant agrees to hold all information communicated by FedTax to it, whether written or oral or in any media whatsoever (the "Confidential Information"), in strict confidence, not to disclose, distribute or disseminate the Confidential Information or information derived therefrom in any way or in any form (electronic or otherwise) to any third party and not to use the Confidential Information for Merchant's own benefit or the benefit of others, or for any purpose except in connection with the purposes of this Agreement. Merchant agrees to use its best efforts to protect all Confidential Information and, in any event, to take precautions at least as great as those taken to protect Merchant's own information of a similar nature. Upon FedTax's request, Merchant will return all materials, in any medium, that contain, embody, reflect or reference all or any part of any Confidential Information. Merchant acknowledges that breach of this provision may result in irreparable harm to FedTax, for which money damages may be an insufficient remedy, and therefore FedTax will be entitled to seek injunctive relief to enforce the provisions of this Section 10.

Representations and Warranties.

Mutual Warranties. Each party represents and warrants to the other that (a) it has all necessary right, power and ability to execute this Agreement and to perform its obligations therein; (b) no authorization or approval from any third party is required in connection with such party's execution, delivery or performance of this Agreement, (c) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, (d) the party's obligations under this Agreement do not violate any law or breach any other agreement to which such party is bound; and (e) it has all right, title or interest, or valid license to use, its respective Trademarks (as defined in Merchant's Merchant Registration), and that its grant of rights associated therewith do not violate any intellectual property or other proprietary rights of any third party.

FedTax Warranties.

During the effective term of this Agreement, FedTax represents and warrants that the TaxCloud Services will conform in all material respects to the TaxCloud Documentation. The preceding warranty will not apply if: (i) any TaxCloud Services or products provided hereunder are used in material variation with this Agreement or the applicable documentation; (ii) any TaxCloud Services or products have been modified without the prior written consent of FedTax; or (iii) a defect in TaxCloud Services or products has been caused by any of Merchant's malfunctioning equipment or software. Merchant expressly acknowledges that the TaxCloud Services are computer network-based services, which may be subject to outages, interruptions, attacks by third parties and delay occurrences.

In the event Merchant discovers that the TaxCloud Services are not in conformance with the representations and warranties made in Section 11.2.1 and reports such non-conformity to FedTax or if the TaxCloud Services are subject to outages, interruptions, attacks by third parties and delay occurrences, FedTax shall use commercially reasonable efforts to remedy material interruptions and will provide adjustments, repairs, and replacements, within its capacity, that are necessary to enable the TaxCloud Services to perform their intended functions in a reasonable manner. Merchant acknowledges that FedTax does not warrant that such efforts will be successful. If FedTax's efforts are not successful, Merchant may terminate this Agreement in accordance with Section 9.1. The preceding shall constitute Merchant's sole remedy, and FedTax's sole liability, in the event of an interruption, outage or other delay occurrences in the TaxCloud Services. FedTax does not warrant the services of any third party, including, without limitation, Merchant Service Provider, bank or any third-party processor.

DISCLAIMER. THE TAXCLOUD SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES. FEDTAX DOES NOT REPRESENT OR WARRANT THAT THE TAXCLOUD SERVICES WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ENTIRELY ERROR-FREE. MERCHANT MAY NOT RELY UPON ANY REPRESENTATION OR WARRANTY REGARDING THE TAXCLOUD SERVICES BY ANY THIRD PARTY IN CONTRAVENTION OF THE PRECEDING STATEMENTS, INCLUDING REPRESENTATIONS OR WARRANTIES OF ANY MERCHANT SERVICE PROVIDER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.2.1, FEDTAX SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE WITH RESPECT TO THE TAXCLOUD SERVICES, OR OTHER SERVICES OR GOODS PROVIDED UNDER THIS AGREEMENT. MERCHANT UNDERSTANDS AND AGREES THAT FEDTAX SHALL BEAR NO RISK WITH RESPECT TO MERCHANT'S SALE OF PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY RISK ASSOCIATED WITH FRAUD OR CHARGEBACKS.

MERCHANT UNDERSTANDS AND AGREES THAT ALL MERCHANT COMPLAINTS AND CLAIMS CONCERNING THE TAXCLOUD SERVICES PROVIDED HEREUNDER ARE TO BE MADE SOLELY AND EXCLUSIVELY THROUGH FEDTAX.

Merchant Warranties. Merchant represents and warrants that:

At all times during the term of this Agreement, its use of the TaxCloud Services will conform to specifications set forth in the TaxCloud Documentation and that all representations and statements made by it in this Agreement, or in any other document relating hereto by Merchant or on its behalf, are true, accurate and complete in all material respects;

Merchant is engaged in a lawful business that includes the sale of products and/or services, and is duly licensed to conduct such business under the laws of all jurisdictions in which Merchant conducts business;

Merchant will comply with all laws, policies, guidelines, regulations, ordinances or rules applicable to Merchant, this Agreement, its business or the TaxCloud Transactions, including, without limitation:(i) all applicable state and local sales and use tax laws and (ii) the Gramm Leach Bliley Act.

Third-Party Software. Merchant acknowledges that the TaxCloud Service is designed for use with third-party software systems and services, including, but not limited to, certain internet browser software programs and various e-commerce software platforms. Merchant will look solely to the developers and manufacturers of such programs and platforms with regard to warranty, maintenance or other support regarding the same. FedTax makes no warranty, express or implied, with regard to any such third-party software.

Indemnification

Indemnification by FedTax.

General. FedTax shall defend, indemnify and hold Merchant, Merchant's affiliates, and any of their officers, directors, managers, agents and employees harmless from and against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys' fees and other litigation expenses) incurred by Merchant, arising out of or relating to: (a) any alleged breach by FedTax of any representation, warranty or obligation of FedTax set forth in Section 11; or (b) any alleged infringement of a patent, trademark, copyright, or other intellectual property rights of any other entity or person by the TaxCloud Service.

Limitation; Prevention of Infringement. FedTax's obligations in Section 12.1.1(b) do not apply if the TaxCloud Service or portions or components thereof (a) are modified by persons or entities other than FedTax if the alleged infringement relates to such modification; (b) are combined with other products, processes or materials not supplied or recommended by FedTax where the alleged infringement relates to such combination, or (c) continue to be used after FedTax has made a non-infringing version available to Merchant (collectively, "Merchant Faults"). If the TaxCloud Service or any component thereof becomes, or in FedTax's opinion is likely to become, the subject of a claim of infringement, then Merchant shall permit FedTax, at FedTax's sole option and expense, either to (i) procure for Merchant the right to continue using the TaxCloud Service as permitted in this Agreement, or (ii) replace or modify the affected TaxCloud Service or infringing component so that it becomes non-infringing. If, after using commercially reasonable efforts, FedTax is unable to cure the infringement, either party may terminate this Agreement upon notice to the other, as provided in Section 9.1. This Section 12.1 states the entire liability of FedTax to Merchant concerning infringement of any intellectual property rights by the TaxCloud Service.

Indemnification by Merchant. Merchant shall defend, indemnify, and hold harmless FedTax and its affiliates, parents, and/or subsidiaries, and any of their officers, directors, agents and employees, from and against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys' fees and other litigation expenses) incurred by FedTax, arising out of or relating to: (a) any breach or alleged breach by Merchant of any representation, warranty, or obligation set forth in this Agreement; (b) any damage or loss caused by negligence, fraud, dishonesty or willful misconduct by Merchant or any of its employees, agents or customers; (c) the reliability, accuracy, or legitimacy of TaxCloud Transactions submitted by Merchant to FedTax; (d) any alleged infringement of a patent, copyright, trademark or other intellectual property right resulting from Merchant Faults; (e) any alleged or actual violation of any applicable laws, regulations or rules of (i) the Sarbanes-Oxley Act; (ii) the Gramm Leach Bliley Act; (iii) or any federal, state, or local regulatory body or agency having jurisdiction over the subject matter hereof; (f) any violation of this Agreement or the TaxCloud Privacy Policy, or (g) any alleged infringement of a patent, trademark, copyright, or other intellectual property rights resulting from Merchant Faults. In the event Merchant causes fines and/or penalties to be charged to FedTax by a TaxCloud Member State, TaxCloud Provisional State, or any other entity, Merchant agrees to immediately reimburse FedTax for such fines or penalties.

Indemnification Procedure. The obligations of each party ("Indemnitor") under this Section 12 to defend, indemnify and hold harmless the other party ("Indemnitee") shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt notice of the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under Sections 12.1 and 12.2 to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) herein, Indemnitee may participate in defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any way.

LIMITATIONS OF LIABILITY AND DISCLAIMERS.

LIMITATIONS. UNDER NO CIRCUMSTANCES; (I) WILL FEDTAX OR ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES OR VENDORS (OR ANY OFFICERS, MANAGERS, DIRECTORS, EMPLOYEES OR AGENTS OF THE PARTIES, OR ITS PARENTS, SUBSIDIARIES, AFFILIATES OR VENDORS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (HOWEVER ARISING), INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST REVENUE, LOST PROFITS, ANTICIPATED PROFITS, LOST BUSINESS OR INJURY TO BUSINESS REPUTATION, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) WILL FEDTAX'S TOTAL LIABILITY TO THE MERCHANT, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, UNDER THIS AGREEMENT OR WITH REGARD TO ANY TAXCLOUD SERVICE, EXCEED THE AGGREGATE COMPENSATION FEDTAX RECEIVED FOR PROVIDING THE TAXCLOUD SERVICE TO THE MERCHANT DURING THE THIRTY DAYS PRECEDING THE DATE ON WHICH THE CLAIM AROSE OR $1,000, WHICHEVER IS LESS.

DISCLAIMER. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE MERCHANT EXPRESSLY AGREES THAT FEDTAX SHALL NOT BE LIABLE FOR ANY LOSS (HOWEVER ARISING, INCLUDING NEGLIGENCE), ARISING FROM OR RELATED TO: (I) MERCHANT'S FAILURE TO PROPERLY ACTIVATE, INTEGRATE OR SECURE ITS TAXCLOUD MERCHANT INTERFACE ACCOUNT; (II) FRAUDULENT TAXCLOUD TRANSACTIONS SUBMITTED BY MERCHANT TO THE TAXCLOUD SERVICE; (III) DISRUPTION OF THE TAXCLOUD SERVICE, SYSTEMS, SERVER OR WEB SITE BY ANY MEANS, INCLUDING, WITHOUT LIMITATION, DDOS ATTACKS, SOFTWARE VIRUSES, TROJAN HORSES, WORMS, TIME BOMBS, OR ANY OTHER TECHNOLOGY; (IV) ACTIONS OR INACTIONS BY ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, A MERCHANT SERVICE PROVIDER, PAYMENT PROCESSOR OR BANK; OR (V) UNAUTHORIZED ACCESS TO (A) DATA, CUSTOMER DATA (INCLUDING PERSONALLY IDENTIFIABLE INFORMATION), TRANSACTION DATA OR PERSONAL INFORMATION BELONGING TO FEDTAX, MERCHANT OR ANY THIRD PARTY AND/OR (B) THE TAXCLOUD SERVICE, OR ANY SYSTEM OR PROGRAM ASSOCIATED THEREWITH; OR (VI) THE LIMITATION OF THE FUNCTIONING OF ANY SOFTWARE, HARDWARE, EQUIPMENT OR SERVICE.

THIRD-PARTY SERVICES. FEDTAX EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY, AND ALL CLAIMS OF LOSS AND/OR FRAUD INCURRED RESULTING FROM THE USE OF OR CONCLUSIONS DRAWN FROM ANY THIRD-PARTY PRODUCT OR SERVICE.

General Provisions.

Publicity. The parties may work together to issue publicity and general marketing communications concerning their relationship and other mutually agreed-upon matters, provided, however, that neither party will have any obligation to do so. In addition, neither party will issue such publicity and general marketing communications concerning this relationship without the prior written consent of the other party (not to be unreasonably withheld or delayed).

Relationship of the Parties. The parties are independent contractors, and nothing in this Agreement shall make them joint ventures, partners, employees, agents or other representatives of the other party. Neither party shall make any representation that suggests otherwise.

Notices. All notices to Merchant shall be given electronically, sent to the electronic mail address provided in Merchant's Merchant Registration with the TaxCloud Service and/or posted in the Announcement section of the Merchant Interface. All notices to FedTax shall be in writing and sent to the address of record for the Federal Tax Authority, as specified in Exhibit D. To terminate this Agreement and suspend all access to the TaxCloud Service, the Merchant must log into the TaxCloud Merchant Interface, and click the "Close Account" button or send an e-mail to contracts@fedtax.net with all information necessary to facilitate cancellation of its account, including, without limitation, name, TaxCloud Merchant ID, and Merchant's phone number. Such written notice will be deemed given upon personal delivery, or upon receipt confirmation of e-mail from FedTax.

Amendment; Modifications. No amendment, modification, or change to any provision of this Agreement, nor consent to any departure by either party therefrom, will, in any event, be effective unless the same will be in writing and signed by both parties, and then such consent will be effective only in the specific instance and for the specific purpose for which given. Sales representatives or Merchant Service Providers of FedTax are not permitted to make any representation or warranty not contained herein and cannot waive, alter, or amend the printed terms and conditions hereof. Notwithstanding the preceding, FedTax may amend this Agreement and any policy, guideline or procedure governing TaxCloud Transactions (including, but not limited to, the TaxCloud Documentation) at any time upon written or electronic notice to Merchant of not less than ten (10) days prior to the effective date of such amendment. If Merchant does not agree to such amendments, Merchant's sole remedy is to immediately terminate this Agreement by closing Merchant's account from the TaxCloud Merchant Interface.

Severability; Headings. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision, which most closely approximates the intent and economic effect of the invalid provision. Headings are used for convenience of reference only and in no way define, limit, construe or describe the scope or extent of any section, or in any way affect this Agreement.

Governing Law; Jurisdiction. This Agreement and performance under it will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Washington, without reference or giving effect to its conflicts of law principles. The Merchant hereby irrevocably consents to the personal jurisdiction of and venue in the state and federal courts located in King County, Washington, or such other venue and jurisdiction as FedTax in its sole discretion may select with respect to any action, claim or proceeding arising out of or related to this Agreement and agree not to commence or prosecute any such action, claim or proceeding other than in such courts, except as otherwise provided in Section 14.11 below. No action, regardless of form, arising out of or in conjunction with the subject matter of this Agreement, except for claims involving intellectual property, claims to recover outstanding amounts due FedTax and claims for indemnification, may be brought by either party more than one (1) year after the cause of action arose.

Waiver. The failure of any party to insist on or enforce strict performance of any provision of this Agreement or to exercise any right or remedy under this Agreement or applicable law will not be construed as a waiver or relinquishment to any extent of the right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will be and remain in full force and effect. Waiver by either party of a breach of any provision contained herein must be in writing, and no such waiver will be construed as a waiver of any other and/or succeeding breach of such provision or a waiver of the provision itself.

Assignment. Merchant may not assign any of Merchant's rights or delegate the performance of any of Merchant's obligations under this Agreement without the prior written consent of FedTax.

Force Majeure. FedTax will not be liable for any losses arising out of the delay or interruption of its performance of obligations under the Agreement due to any acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions or termination of financial or ACH services to FedTax by any of FedTax's financial institutions, interruptions in telecommunications, utility, internet, or network provider services, or other catastrophes or any other occurrences which are beyond FedTax's reasonable control (each a "Force Majeure Event"). If a Force Majeure Event arises, FedTax will provide Merchant notice of any such delay or interruption as soon as reasonably practicable and will use commercially reasonable efforts to minimize any delays or interruptions resulting from the Force Majeure Event. In no event will any failure to pay any monetary sum then due under this Agreement be excused for any Force Majeure Event.

Telephone Recording. Merchant acknowledges, agrees and consents on behalf of itself, and its Agents, that FedTax may monitor and record any customer service telephone conversations at any time, without additional further notice to the parties of such conversations. The decision to record any conversation shall be solely in FedTax's discretion, and FedTax shall have no liability for failing to do so.

Order of Precedence. The following order of precedence shall apply to the interpretation and application of this Agreement: (1) TaxCloud Terms of Service Agreement, (2) TaxCloud Documentation, and (3) Exhibits to this Agreement.

Use of Singular and Plural. Consistent with Uniform Commercial Code § 1-106, (1) words in the singular number include the plural, and those in the plural include the singular; and (2) words of any gender also refer to any other gender.

Entire Agreement. This Agreement, including the Exhibits and TaxCloud Documentation, sets forth the entire understanding and agreement of the parties and supersedes any and all prior or contemporaneous oral or written agreements or understandings between the parties, as to the subject matter of this Agreement. Merchant acknowledges that this Agreement reflects an informed, voluntary allocation between FedTax and Merchant of all risks (both known and unknown) associated with the TaxCloud Service.

TaxCloud Getting Started Credit
FedTax established the TaxCloud Getting Started Credit to protect newly registered Merchants from any TaxCloud Service Fees ordinarily applicable within the first sixty (60) days from the Effective Date.

The exact amount of the Getting Started Credit is $200.00.

If Merchant is within 60 days from initial registration (the "Effective Date"), Merchant should expect an ordinary monthly "Advice of Charge" email related to any TaxCloud Service Fees, followed by "Getting Started Credit applied" email detailing the portion of such credit applied, and any remaining credit balance.

TCSB Safe Harbor Allowances
FedTax established the TaxCloud Small Business Safe Harbor ("TCSB Safe Harbor") to protect small businesses from sales tax compliance costs. The TCSB Safe Harbor provides an automatic waiver for ordinarily incurred TaxCloud Service Fees, based on satisfaction of the following conditions:

Merchant has Automated Compliance enabled; and,

Merchant nexus (statutory sales tax collection obligations) in no more than one (1) TaxCloud Provisional State.

If all allowance conditions are satisfied, Merchant should expect an ordinary monthly "Advice of Charge" email related to any TaxCloud Service Fees, followed by a "TCSB Advice of Credit" email detailing the application of the TCSB Safe Harbor credit.

TaxCloud Service Fees

Selective Compliance Charges:

Per Transaction API Fees:

Up to 1,000 monthly TaxCloud Transactions or API Calls

$18.00 per month, billed monthly, or

$9.00 per month, billed annually (total: $108.00)

Up to 5,000 monthly TaxCloud Transactions or API Calls

$48.00 per month, billed monthly, or

$24.00 per month, billed annually (total: $288.00)

Up to 10,000 monthly TaxCloud Transactions or API Calls

$98.00 per month, billed monthly, or

$49.00 per month, billed annually (total: $588.00)

Up to 50,000 monthly TaxCloud Transactions or API Calls

$198.00 per month, billed monthly, or

$99.00 per month, billed annually (total: $1,188.00)

Up to 200,000 monthly TaxCloud Transactions or API Calls

$498.00 per month, billed monthly, or

$249.00 per month, billed annually (total: $2,988.00)

Up to 500,000 monthly TaxCloud Transactions or API Calls

$998.00 per month, billed monthly, or

$499.00 per month, billed annually (total: $5,988.00)

Over 500,000 monthly TaxCloud Transactions or API Calls, service fees must be established via written Addendum between FedTax and Merchant

Reporting and Remittance Fees: $20 per Tax Jurisdiction of Record, per Tax Period (Monthly, Quarterly, or Annual)

Registration Fees: Not Applicable. Registration services are only available via Automated Compliance.

Automated Compliance Charges: Merchants not qualifying for the TCSB Safe Harbor are subject to the following service fees on a monthly basis, for the previous month of service.

Important: If Merchant has Automated Compliance enabled (the default for all new accounts), TaxCloud does NOT charge Service Fees for calculating, filing and remitting in any TaxCloud Member States. Percent-of-Sales Fees are calculated based only on sales that occur outside the TaxCloud Member States.
Automated Compliance Service Fees Tiered Fee Schedule, based on total sales in the United States the current calendar year (resetting January 1st)

Percent-of-Sales

Tier Description

0.50%

On the first $3 million in sales

0.40%

On sales between $3 million and $10 million

0.30%

On sales between $10 million and $18 million

0.20%

On sales between $18 million and $30 million

0.15%

On sales between $30 million and $50 million

0.13%

On sales between $50 million and $75 million

USD $10,000.00 (flat) per month on sales over $75 million

Note: Merchants that routinely have average individual order values (more than $30,000 or more), or operate with high refund/return rates may request custom pricing.

TaxCloud Penalties apply to all accounts.

Returned ACH Fee for NSF or any other reason : USD 100.00

Late Fee : Up to USD 50.00 per state indicated in Exhibit E, Section 3

Service Reactivation Fee : USD 500.00

Configuration Window Extension Fee : USD 20.00

Uncaptured Lookup API Fees: If less than five percent (5%) of Merchant's TaxCloud Lookups result in a completed TaxCloud Transactions, then ALL API activity (i.e., both Live and Test) will be charged to Merchant at the rate of $0.02 per API call.

Redundant API Fees: Additionally, if a Merchant sends TaxCloud repeated identical TaxCloud Lookups, the Merchant will pay a fee of $0.04 per redundant API call. This fee is intended to discourage 'chatty' API implementation and encourage more efficient communications between Merchant and TaxCloud, which enables faster processing for all in our Merchant community. (Repeat identical TaxCloud Lookups are indicated in the TaxCloud UI with a specific icon, so users know when they are sending repeat API calls to TaxCloud).

States for which Merchant has designated TaxCloud to collect Tax Remittances Due and file associated sales tax returns.

[TO BE INSERTED AND UPDATED BY TAXCLOUD BASED ON MERCAHNT ACCOUNT CONFIGURATION]

E.4

States for which Merchant has configured TaxCloud to manage TaxCloud Transactions and generate associated reports which will be used by Merchant to self-prepare and self-remit any collected Sales Tax Proceeds.

[TO BE INSERTED AND UPDATED BY TAXCLOUD BASED ON MERCAHNT ACCOUNT CONFIGURATION]

TaxCloud Merchant Terms of Service 1.4.5
Revised: February 2018

TaxCloud e-Commerce Platform and Payment Processing Partners

TaxCloud is already integrated with many shopping carts, so activating TaxCloud can be as easy as checking a box.

• If you provide shopping cart, order management, or ERP systems we want to work with you!

• If you develop custom software for your clients' online stores we want to work with you!

• If you operate a hosted marketplace for online retailers we want to work with you!

• If you provide payment processing services for online retailers we want to work with you!

By integrating with just five core API calls, you can enable your platform to allow your clients to easily comply with
sales tax laws anywhere in the U.S.

Pricing

TaxCloud instantly calculates sales tax for every address in the United States.

Our pricing options are pretty simple:

Most Popular

Automated Compliance

Free

TaxCloud is free when you use our Automated Compliance service, which includes registration, calculation, filing, and remittance, as well as entity exemptions certificates, jurisdictional notice responses, and audit inquiries — for the 24 states* that have certified TaxCloud.

TaxCloud can also handle sales tax calculation at the time-of-sale and report generation for any (or all) of the remaining 21 states. We just cannot file your sales tax returns or remit sales tax proceeds in those states. We provide reports that you can use to file sales tax returns on your own.

TaxCloud is free when you use our Automated Compliance service because our service is funded by our States. However, if you choose not to use our Automated Compliance service (enabled by default), then TaxCloud starts at just $10 per month.

With Manual Compliance, you can collect sales tax in one state or all states. Your actual monthly service fee is determined each month, based upon your account activity that month, in three steps:

1. Do you capture or complete at least 5% of your orders? If so, your service fee will be a small percentage of the sales tax amounts calculated for remittance.

2. If you do not capture or complete at least 5% of your orders, then your monthly service fee will be two cents ($0.02 USD) per API call.

3. Finally, if the service fees calculated under either method amount to less then our Minimum Monthly Service Fee, then that Minimum Monthly Service Fee will apply.

In addition:

You must configure the states in which you intend to collect sales tax, and;

You accept full responsibility for all sales tax filing, remittance, and compliance obligations

TaxCloud Implementation Verification - Our Implementation Verification Guide has a series of basic tests you can use to be sure you have coded your integration correctly.Updated on March 11, 2015

Platform Specific "Quick Start" Guides

WooTax for WooCommerce - We have partnered with WooTax to enable WooCommerce retailers to use TaxCloud. This easy-to-follow step-by-step guide will show you how.

Yahoo! Small Business stores - We have partnered with KingWebmaster to enable Yahoo! Small Business retailers to use TaxCloud. This easy-to-follow step-by-step guide will show you how.

FlickRocket - FlickRocket has partnered with TaxCloud to provide a free sales tax compliance option for all FlickRocket retailers. This document provides details for configuration and use of TaxCloud with FlickRocket, so you can get started quickly.

X-Cart Quick Start - Get your X-Cart 4.5+ installation up and running with TaxCloud quickly with this step-by-step guide.

TaxCloud easily handles registration, filing, remittance, and audit response in all 24 of our Automated Compliance states. However, if you also have to file sales tax returns and remit proceeds to any of the non-Automated Compliance States, until now, TaxCloud was unable automated those task for you.

That is why we are very excited to announce our new partnership with Vertex SMB to finally solve this problem.

The partnership between TaxCloud and Vertex SMB provides an easy-to-use and affordable* option for state and local reporting and filing options to meet your needs in any (or all) of the remaining 21 states with sales tax.

Once your account is setup with Vertex SMB (which you can initiate from directly within TaxCloud), you can easily transfer your periodic reporting information from TaxCloud directly to Vertex SMB. Vertex SMB generates jurisdiction-appropriate returns which you can then print, sign, then file and remit with payment. In addition, you can even opt-in to let Vertex SMB handle the actual filing and remittance for you.

To enable this new feature, just log into into TaxCloud, navigate to our new Add-Ons area, and press the Vertex SMB button to setup your Vertex SMB account in minutes.

* With Vertex SMB, you pay only for the returns that you file each month plus a small base fee. There are no upfront fees or setup charges.

TaxCloud Logo Specifications and Trademark Usage Guidelines

The TaxCloud® logo is used for visibility and positive recognition in today's marketplace. The manner in which we consistently present our brand will play a significant role in the public's impressions of our service. The goal is to keep our communications simple, dignified and coordinated, for a positive and professional image. The reproduction of our brand in print, broadcast and electronic media is reflective of the pride we take in every aspect of our TaxCloud service.

We recognize that each new design situation creates a new challenge. In a world where new communication vehicles and methods arise frequently, we must be flexible but consistent. This brief guide provides direction for the construction, use, and treatment of our TaxCloud logo.

Logo Specifications

The TaxCloud logo is specifically designed to identify the our TaxCloud service. This logo is composed of the representative icon including a logotype wordmark ("TaxCloud") and optional tagline ("Sales Tax at the Speed of Commerce").

The first time our wordmark appears in a document, it should always be displayed with the circle-R registration symbol (with subscript positioning if possible) - example

TaxCloud®

If in text-only a capital letter R surrounded by parentheses - example:

TaxCloud(R)

Footnote/endnote attribution should include notice:

TaxCloud is a registered trademark of the Federal Tax Authority, LLC

The TaxCloud Wordmark

TaxCloud is always one word, with T and C always capitalized (unless written out as a URL).

TaxCloud URLs

TaxCloud should alwys be referred to by the URL

https://taxcloud.com

or

https://taxcloud.net

In written form, it is acceptable to leave off the protocol specification ("https://" or "http://").

Please do not prepend "www."

Stylized Graphic Logo

The TaxCloud logo is based upon a horizontal (11:7 ratio) rounded-rectangle.

top corners radius = 1 x or 1/7 height

bottom corners radius .5 x or 1/14 height.

The height of the wordmark in the graphic logo is approximately 1.5 x or 1/4 of the overal rectangle height with left and right margins to the edge of the rectangle approximately .5 x or 1/22 of overall width.

In use, the graphic must always be separated from all surrounding elements by at least 1 x or 1/7 rectangle height and 1/11th rectangle width.